Tulikivi Corporation FINANCIAL STATEMENT RELEASE 1-12/2008
10 February 2009, 8.30 am
Financial Statement Release 1-12/2008
- The 2008 net sales of the Tulikivi Group were EUR 66.5 million
(EUR 69.9 million in 2007)
- Profit before taxes was EUR 2.1 million (EUR 0.2 million).
Earnings per share were EUR 0.04 (EUR 0.01).
- Net sales for the final quarter of 2008 were EUR 18.3 million
(EUR 16.8 million) and profit before taxes EUR 0.9 million (EUR -
1.2 million).
- Order books were at EUR 4.9 million (EUR 6.9 million) at year
end.
- Cash flow from operating activities before investments was EUR
7.6 million (EUR 2.5 million).
Managing Director Heikki Vauhkonen
“The company's fireplace exports to Central Europe grew
significantly in the final quarter of 2008, fuelled by rising
consumer energy prices and the early onset of winter. Fireplace
exports conventionally focus on modernisation and renovation
construction. The sales of heater lining stones grew somewhat
towards the end of the year.
In Finland consumer uncertainty reflected strongly on the demand
for fireplaces in the final weeks of the year. This was
manifested especially in the low demand from customers building
new buildings.
Following New Year, the economic uncertainty has further weakened
demand for fireplaces especially in Finland, Russia and the Baltic
countries. In Central Europe sales are supported by an interest in
new models and uncertainties concerning energy supply. However,
demand for fireplaces as a whole was well below the previous in
the beginning of the year. Tulikivi has launched a profitability
and concentration programme which will safeguard the company's
profitability in the long term.”
Net sales and result
The 2008 net sales of the Tulikivi Group were EUR 66.5 million
(EUR 69.9 million in 2007). The net sales of the Fireplaces
Business was EUR 56.4 million (EUR 59.7 million), of the Natural
Stone Business EUR 8.0 million (EUR 7.4 million) and of Other
Operations EUR 2.1 million (EUR 2.8 million).
Net sales in Finland accounted for EUR 34.9 (EUR 38.3) million, or
52.4 (54.8) per cent, of total sales. Exports accounted for EUR
31.6 (31.6) million. The largest countries for exports were France
and Germany.
The Group's operating profit was EUR 3.2 (1.0) million. The
Fireplaces Business posted an operating profit of EUR 6.5 (4.4)
million and the Natural Stone Products Business posted an
operating profit of EUR 0.3 (0.4) million and Other Operations an
operating loss of EUR -3.6 (-3.8) million. The result for Other
Operations includes losses of EUR 0.4 million from tableware, of
which impairment losses accounted for EUR 0.3 million.
The Group's profit before taxes was EUR 2.1 (0.2) million and net
profit was EUR 1.4 (0.4) million. Consolidated return on
investments was 6.8 per cent (2.5 per cent). Earnings per share
were EUR 0.04 (EUR 0.01).
Consolidated net sales in the fourth quarter were EUR 18.3 million
(EUR 16.8 million in October-December 2007) and profit before
taxes was EUR 0.9 million (loss of EUR -1.2 million).
Financing and investments
Cash flow from operating activities before investments amounted to
EUR 7.6 million (EUR 2.5 million). Current ratio was 2.0. Equity
ratio was 41.2 (43.9) per cent. The ratio of interest-bearing net
debt to equity, or gearing, was 55.1 (64.7) per cent. The equity
per share amounted to EUR 0.73 (0.74). Financial income for the
period was EUR 0.2 million and financial expenses EUR 1.4 million.
Financial expenses include a negative change in the fair value of
interest rate swaps of EUR 0.2 million.
The Group's investments totalled EUR 2.9 million (EUR 5.3
million). The major investments made during the review period
comprised the opening of new quarries as well as conversion and
replacement investments made in fireplace and ceramic production.
R&D expenditure totalled EUR 1.8 million (EUR 1.6 million),
representing about 2.7 (2.3) per cent of sales. The main focus of
product development was on converting the fireplace range to use
the whirlbox technology. When the development project is brought
to its completion in 2009, all Tulikivi products will have the CE
marking.
Personnel
The Group employed an average of 526 (682) people during the
financial year and 633 (693) in the end of the year. Of these 518
(549) were employed by Fireplaces Business, 54 (54) by Natural
Stone Products Business and 61 (90) by Other Operations. 99.7 per
cent of the employment relationships were permanent and 0.3 per
cent temporary. Salaries and bonuses during the review period
totalled EUR 17.8 million (EUR 21.2 million).
The Tulikivi Group has an incentive plan that includes a share-
based incentive plan for key personnel and an incentive pay scheme
for all personnel.
The share-based incentive plan includes three earning periods: the
calendar years 2008, 2009 and 2010. The potential reward from the
plan for the earning period 2008 will be based on the Group's
profit after financial items and cash flow from operating
activities. In accordance with the terms of the plan for the 2008
earning period the reward could have been at the maximum 120,000
Tulikivi Corporation Series A shares and a cash payment
corresponding to the value of the shares. The managing director
could have received no more than 22,500 of these shares.. The
managing director may receive no more than 22 500 of these shares.
A maximum total of about 360 000 Series A shares and a cash
payment corresponding to the value of the shares will be paid as
rewards on the basis of the entire share-based incentive plan. The
2008 profit/cash flow entitled to 10 per cent of the maximum
reward of the incentive plan. Based on the terms of the plan
Tulikivi Corporation Series A shares will be granted to those
participating the plan, in total 9,800 shares. The impact of the
share-based rewards on the result for the period amounts
approximately EUR 10 thousand.
The incentive pay scheme is based on the achievement of the
Group's earnings, productivity and attainment of personal targets.
The cost-impact of the incentive pay scheme was EUR 0.1 million in
the review period.
Occupational safety has improved well. The number of accidents per
100 000 working hours was 0.03 (0.04).
During the review period the number of employees was adjusted to
meet the Group's target. The codetermination negotiations
concluded in January 2008 led to 67 redundancies and layoffs of 26
employees until further notice. EUR 0.1 million (EUR 0.7 million)
in 2007 was recognised as costs incurred from the reorganisation.
Resolutions of the Annual General Meeting held on 17 April 2008
Dividends
Tulikivi Corporation's Annual General Meeting, held on 17 April
2008, resolved to pay a dividend of EUR 0.045 on Series A shares
and EUR 0.0433 on Series K shares.
Board of Directors, Managing Director and auditors
Tulikivi Corporation's Annual General Meeting elected the
following as members of the Board: Bishop Ambrosius, Juhani Erma,
Eero Makkonen, Maarit Toivanen-Koivisto, Heikki Vauhkonen, Reijo
Vauhkonen and Matti Virtaala. The Board of Directors elected Matti
Virtaala as Chairman from amongst its members.
Tulikivi Corporation's Managing Director is Heikki Vauhkonen. The
auditor is KPMG Oy Ab, Authorized Public Accountants.
Authorisation to repurchase the company's own shares
The Annual General Meeting authorised the Board to acquire the
company's own shares as proposed by the Board.
Authorisation to decide on share issues and on transfer of the
company's own shares in the possession of the company and the
right to issue special rights which give entitlement to shares as
defined in Chapter 10, Article 1, of the Companies Act
The Annual General Meeting authorised the Board of Directors to
decide on issuing new shares and the transfer of the company's own
shares in the possession of the company as proposed by the Board.
The authorization also includes the right to issue special rights,
as defined in Chapter 10, Article 1, of the Companies Act, which
entitle to subscribe for shares against payment or by setting off
the receivable.
Share repurchase
The Tulikivi Corporation's Board of Directors has decided to
commence repurchasing the company's A shares, as authorised by the
Annual General Meeting. During 2008, 74 000 A shares were
purchased at the repurchase value of EUR 77 657. The average
purchase price per share was EUR 1.05. The purchase price was the
exchange rate at the moment of the purchase, which varied between
EUR 0.65 and EUR 1.39 during the purchase periods. The repurchased
shares account for 0.20 per cent of all shares and 0.06 per cent
of votes carried by all shares. The repurchase of own shares had
no material impact on the on shareholdings and voting rights in
the company. The first phase of repurchasing shares took place
between 1 August-30 November 2008, when a total of 60 000 shares
were acquired. The total acquisition prices of these shares was
EUR 68 499 or EUR 1.14 per share on average. The second phase
began in December and will continue to 30 March 2009 according to
the Board's decision. During the period between 23 December and 31
December 2008 a total of 14 000 shares were acquired. The total
acquisition prices of these shares was EUR 9 158 or EUR 0.65 per
share on average. Under the Board's decision, during the second
phase a total of 100 000 A shares can be repurchased, which would
bring the total number of treasury shares to 160 000,
corresponding to 0.4 per cent of share capital and 0.1 per cent of
total voting rights.
The shares are repurchased for use as consideration in corporate
acquisitions or other structural arrangements or to implement the
share-based incentive system, to pay a share-based incentive or
otherwise to be transferred or cancelled.
Major business risks
At the Tulikivi Group, risk analysis and risk management are part
of the regular strategic planning process that is performed each
year. Anything that may prevent or hinder the Group from
achieving its objectives is designated as a risk. Risks may
constitute threats, uncertainties or lost opportunities related to
current or future operations. In the assessment of risks, their
probability and impact are taken into account. Euro-denominated
risk limits are used in evaluating the impacts.
After their analysis, means of preventing and controlling risks
have been overviewed on the basis of their impact and probability.
Risk analysis contributes to the strategic choices of the Group
and the annual action plans.
The purpose of risk management is to ensure that Tulikivi Group's
business risks are identified and managed as effectively as
possible so that the Group's strategic and financial objectives
are attained. The Board of Directors of Tulikivi Corporation and
the boards' of its subsidiaries are responsible for the companies'
and Group's risk management policy and oversees its
implementation. The Managing Director and the Management Team are
responsible for establishing risk management procedures. The
Managing Director is responsible for the due organisation of risk
management. The business units are responsible for the management
of their business risks. The Group's risks comprise strategic and
operational risks, damage, casualty and loss risks and financial
risks.
Strategic risks are related to the nature of business operations
and concern, but are not limited to, changes in the Group's
operating environment, market situation and market position, raw
material reserves, legislative changes, business operations as a
whole, the reputation of the company, its brands and raw
materials, and large investments.
Operational risks are related to products, distribution channels,
personnel, operations and processes. Damage, casualty and loss
risks include fires, serious breakdowns of machinery and other
damage to assets that may also lead to interruption of business.
Damage risks also include occupational safety and protection
risks, environmental risks and accident risks. Financial risks
the Group is exposed to are foreign currency risk, interest rate
risk, credit risk and liquidity risk.
A rapid decline in private house construction and remodelling and
fluctuation of exchange rates will weaken the demand for
fireplaces. The decrease of consumer prices of energy may also
affect the demand for fireplace products. The risks the Group will
face in the near future relate to the decline in demand for
fireplaces products as well as to the success of cost savings
attained with the profitability programme.
Environmental obligations
Tulikivi's environmental strategy is geared towards systematic
progress in environmental efforts in specified subareas. All
operational quarries of the Tulikivi Corporation have the
environmental permits they require. In addition, permit renewals
are in progress. The Group's operations comply with the
environmental permits and the requirements of the authorities and
environmental protection.
The company bears the responsibility for the environmental impacts
of its operations. Under the Mining Act and environmental
legislation, the Tulikivi Group has landscaping obligations that
must be met when operating the quarries and after quarries and
plants are eventually shut down. The Group's operations do not
burden the environment with hazardous or poisonous substances.
The Group is neither party to judicial or administrative
procedures concerning environmental issues nor is it aware of any
environmental risks that would have a significant effect on its
financial position.
Events following the end of the financial year
Because of the declining order inflow, the company's Board of
Directors has launched a programme to improve the profitability of
Tulikivi Corporation's operations and to introduce concentration
measures in order to secure the company's profitability in the
future. The programme is intended to achieve annual savings of
approximately EUR 5 million in future years. As a result of
launching the programme, the company has initiated co-
determination talks with all Group personnel. The company is
seeking a personnel reduction of about 120 persons. The company
will also have to introduce lay-offs among its personnel during
the current year. It is estimated that the programme will give
rise to approximately EUR 2 million in non-recurring costs.
Future outlook
Housing construction will decline in several markets, which will
affect the demand for fireplaces. Demand for fireplaces is
estimated to be relatively higher in Central Europe than in
Finland or its neighbouring countries. The rapid contraction in
demand in late 2008 has adversely affected the company's order
books and no improvement is anticipated in the coming months,
especially in the domestic market. Net sales and profit for the
current financial year after non-recurring items are expected to
fall short of 2008. The adjustments costs that have an impact on
profit are concentrated in the early part of the year.
The Board's dividend proposal
The parent company's distributable equity amounts to EUR 6 946
thousand, of which the profit for the period accounts for EUR 1
173 thousand. The Board proposes to the Annual General Meeting
that the distributable equity be used as follows:
Dividend payout
EUR 0.028/share on Series A shares
EUR 0.0263/share on Series K shares
totalling EUR 1022 thousand
EUR 5924 thousand to be retained in equity.
It is the Board's opinion that the proposed distribution of
dividends will not endanger the company's solvency.
Strategic policies
The strategic policies of the Tulikivi Group establish the Group's
long-term organic growth target at five per cent per annum. The
Group also seeks growth from corporate acquisition. In addition to
growth, the target is to attain over 20 per cent in return on
capital invested and improving relative profitability by two
percentage points annually. During the 2008 financial year, net
sales declined on 2007 because of the recession on all of
Tulikivi's markets. As a result, the targeted level of return on
capital invested was not attained.
Segment reporting
The Group's business segments are the Fireplaces Business, Natural
Stone Products Business and Other Operations. The Fireplaces
Business includes soapstone and ceramic fireplaces sold under the
Tulikivi and Kermansavi brands and also soapstone lining for
heater manufacturers. The Natural Stone Products Business includes
interior decoration stone products for households and stone
deliveries to construction sites. Other Operations includes
expenses that are not allocated to the Group's other segments, tax
and financial expenses, as well as sales of ceramic utensils and
the expenses of this business.
FINANCIAL STATEMENTS 1-12/2008
CONSOLIDATED INCOME STATEMENT
MEUR
01-12/ 01-12/ Change 10-12/ 10-12/Change
2008 2007 % 2008 2007 %
Sales 66.5 69.9 -4.8 18.3 16.8 8.9
Other operating income 0.7 0.6 0.1 0.1
Increase/decrease in
inventories in finished
goods and in work in
progress -0.6 2.1 0.3 -0.1
Production for own use 0.8 1.1 0.3 0.2
Raw materials and
consumables 12.5 14.2 3.4 3.4
External services 10.0 11.1 2.6 2.9
Personnel expenses 23.1 27.1 6.5 7.0
Depreciation and
amortisation 5.7 5.7 1.6 1.5
Other operating expenses 12.9 14.7 3.6 3.3
Operating profit 3.2 1.0 236.4 1.3 -1.0
Percentage of sales 4.9 1.4 7.1 -5.9
Finance income 0.2 0.2 0.1 0.1
Finance expense -1.4 -1.0 -0.7 -0.3
Share of the profit of
associated company 0.0 0.0 0.0 0.0
Profit before tax 2.1 0.2 1189.4 0.9 -1.2
Percentage of sales 3.1 0.2 4.6 -7.4
Income tax expenses -0.6 0.2 -0.3 0.6
Profit for the year 1.4 0.4 0.6 -0.7
Earnings per share
attributable to the
equity holders of the
parent company, EUR
basic and diluted 0.04 0.01 0.01 -0.02
CONSOLIDATED BALANCE SHEET
MEUR 12/08 12/07
ASSETS
Non-current assets
Property, plant and equipment
Land 1.0 1.1
Buildings 8.0 8.6
Machinery and equipment 10.3 12.7
Other tangible assets 1.2 1.4
Intangible assets
Goodwill 4.3 4.3
Other intangible assets 11.2 11.1
Investment properties 0.2 0.2
Available-for-sale investments 0.1 0.1
Receivables
Deferred tax assets 0.9 1.0
Total non-current assets 37.2 40.5
Current assets
Inventories 11.5 12.7
Trade receivables 5.3 5.3
Current income tax receivables 0.1
Other receivables 0.4 0.5
Cash and cash equivalents 11.7 3.8
Total current assets 28.9 22.4
Total assets 66.1 62.8
EQUITY AND LIABILITIES
Equity
Share capital 6.3 6.3
Share premium fund 7.4 7.4
Treasury shares -0.1
Translation difference -0.1
Revaluation reserve -0.1
Retained earnings 13.7 14.0
Total equity 27.2 27.6
Non-current liabilities
Deferred income tax liabilities 2.1 2.3
Provisions 0.9 0.9
Interest-bearing debt 21.6 17.7
Other debt 0.3
Total non-current liabilities 24.6 21.2
Current liabilities
Trade and other payables 9.1 9.4
Current income tax liabilities 0.1 0.1
Current provisions 0.7
Current interest-bearing debt 5.1 3.8
Total current liabilities 14.3 14.0
Total liabilities 38.9 35.2
Total equity and liabilities 66.1 62.8
CONSOLIDATED CASH FLOW STATEMENT
MEUR 01-12/ 01-12/
2008 2007
Cash flows from operating activities
Profit for the period 1.4 0.4
Adjustments:
Non-cash transactions 5.8 5.5
Interest expenses
and interest income and
income taxes 1.8 0.6
Change in working capital 0.2 -1.8
Interest paid and received
and taxes paid -1.6 -2.2
Net cash flow from operating
activities 7.6 2.5
Cash flows from investing activities
Investment in property, plant and
equipment and intangible assets -3.3 -5.7
Grants received for investments
and sales of property, plant and
equipment 0.2 1.4
Net cash flow from investing
activities -3.1 -4.3
Cash flows from financing activities
Loans taken 10.0 8.5
Repayment of loans -4.9 -4.4
Dividends paid and
treasury shares -1.7 -3.4
Net cash flow from financing
activities 3.4 0.7
Change in cash and cash
equivalents 7.9 -1.1
Cash and cash equivalents at
beginning of period 3.8 4.9
Cash and cash equivalents at
end of period 11.7 3.8
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
MEUR
Share Share Trans-Revalu- Re- Total
capital premium lation ation tained
fund diff.reserve earnings
Equity January 1, 2008 6.3 7.4 -0.1 14.0 27.6
Translation
differences 0.1 0.1
Profit for the year 1.4 1.4
Dividends paid -1.7 -1.7
Share buyback -0.1 -0.1
Change in revaluation
reserve -0.1 -0.1
Equity Dec.31, 2008 6.3 7.4 0.0 -0.1 13.6 27.2
Equity January 1, 2007 6.3 7.4 0.0 17.0 30.7
Translation
differences -0.1 -0.1
Contributions -0.1 -0.1
Profit for the year 0.4 0.4
Dividends paid -3.3 -3.3
Equity Dec.31, 2007 6.3 7.4 -0.1 14.0 27.6
SEGMENT REPORTING 01-12/ 01-12/
MEUR 2008 2007
Sales 66.5 69.9
Fireplaces Business 56.4 59.7
Natural Stone Products Business 8.0 7.4
Other Operations 2.1 2.8
Operating profit 3.2 1.0
Fireplaces Business 6.5 4.4
Natural Stone Products Business 0.3 0.4
Other Operations -3.6 -3.8
BUSINESS SEGMENTS QUARTERLY
MEUR
MEUR Q4/ Q3/ Q2/ Q1/ Q4/ Q3/ Q2/ Q1/
2008 2008 2008 2008 2007 2007 2007 2007
Sales 18.3 16.617.0 14.6 16.8 16.5 17.4 19.2
Fireplaces business 15.8 14.4 14.2 12.0 14.4 13.9 14.7 16.7
Natural stone products
business 1.9 1.7 2.4 2.0 1.7 1.7 2.1 1.9
Other operations 0.6 0.5 0.4 0.6 0.7 0.9 0.6 0.6
Operating profit 1.3 1.3 0.9 -0.3 -1.0 0.5 0.7 0.8
Fireplaces business 2.4 1.9 1.8 0.4 0.4 1.0 1.5 1.5
Natural stone products
business -0.1 0.1 0.1 0.2 0.0 0.1 0.2 0.1
Other operations -1.0 -0.7 -1.0 -0.9 -1.4 -0.6 -1.0 -0.8
KEY FINANCIAL RATIOS AND
SHARE RATIOS 1-12/08 1-12/07 10-12/08 10-12/
07
07
Earnings per share, EUR 0.04 0.01 0.01 -0.02
Equity per share, EUR 0.73 0.74 0.73 0.74
Return on equity, % 5.2 1.2 8.3 -9.4
Return on investments, % 6.8 2.5 8.8 -2.7
Equity ratio, % 41.2 43.9
Net indebtness ratio, % 55.1 64.7
Current ratio 2.0 1.6
Gross investments, MEUR 2.9 5.3
Gross investments, % of sales 4.4 7.5
Research and development
costs, MEUR 1.8 1.6
%/sales 2.7 2.3
Outstanding orders (31.Dec.),
MEUR 4.9 6.9
Average number of staff 526 682
Rate development of shares, EUR
Lowest share price, EUR 0.60 1.53
Highest share price, EUR 1.88 3.75
Average share price, EUR 1.28 2.69
Closing price, EUR 0.67 1.56
Market capitalization at the
end of period, 1000 EUR 24 837 57 945
(Supposing that the market price of the K-share
is the same as that of the A-share)
Number of shares traded,
(1000 pcs) 2455 5369
% of total amount of A-shares 8.9 19.4
Number of shares
average 37128494 37143970 37091946 37143970
Number of shares
31 December 37069970 37143970 37069970 37143970
Notes to the consolidated Financials Statements
The financial statement release has been prepared in accordance
with International Financial Reporting Standard IAS 34 Interim
Financial Reporting. In preparing of this
interim report, Tulikivi has applied same accounting policies as
in the 2007 financial statements, with the exception of the
following new/amended standards that the group has adopted as from
January 1, 2008:
- IFRIC 11 IFRS 2 - Group and Treasury Share Transactions. The
interpretation clarifies the scope of standards pertaining to
equity-settled transactions (IFRS 2) and requires these
transactions be reconsidered in subsidiaries. The interpretation
has not had an impact on the consolidated financial statements.
- IFRIC 14 IAS 19 - The Limit on a Defined Benefit Asset, Minimum
Funding Requirements and Their Interaction. This interpretation
does not have an impact on the consolidated financial statements
as all of the Group's pension plans are defined contributions
plans.
- IFRIC 12 Service Concession Arrangements. The Group's business
activities do not involve service concession arrangements and
consequently the interpretation does not impact the consolidated
financial statements.
- Amendments to the standards IAS 39 Financial Instruments:
Recognition and Measurement and IFRS 7 Financial Instruments:
Disclosures. The amendments were issued in October 2008 due to the
international financial crisis and pertain to the reclassification
of certain financial assets. The amendments have no impact on the
consolidated financial statements for the year 2008 or on those
for subsequent periods since the Group assesses that at the
balance sheet date the consolidated balance sheet did not include
such financial assets covered by the amendments which would have
been necessary to be reclassified.
The Group has extended the useful life of a production line to
correspond the useful lives of other similar production lines.
This resulted in 0.1 million euro decrease of depreciation during
the period in comparison with the depreciation according the prior
useful life.
The key performance ratios and share ratios are calculated using
the same methods as for the consolidated financial statements for
2007. The formulas can be found in the 2007 annual report, page
63.
Use of estimates
When preparing the financial statements certain assumptions and
estimates regarding future have to be made. The outcomes might
differ from these assumptions and estimates. In addition
judgements have to be made in the application of accounting
principles. The estimates affect the amounts of assets and
liabilities at the balance sheet date, reporting of contingent
liabilities and income and expenses for the reporting period.
Estimates are used i.a. when determining realisability of certain
assets, useful lives of property, plant and equipment and
intangible assets, income taxes, provisions and impairment of
goodwill.
Income taxes
MEUR 1-12/08 1-12/07
Taxes for the current and previous
reporting periods -0.7 -0.5
Deferred taxes 0.1 0.7
Total -0.6 0.2
Collaterals given
MEUR 12/2008 12/2007
Mortages granted and
collaterals pledged 25.1 26.3
Derivatives
Interest rate swaps
Nominal value 13.0 7.4
Fair value -0.2 0.1
The fair value of derivatives is the gain or loss for closing the
contract based on market rates at the balance sheet date.
Environmental and warranty provisions
MEUR Environ- Warranty
mental provisions
provisions
Provisions, Jan. 1, 2008 0.4 0.5
Increase in provisions 0.1 0.3
Effect of discounting -0.1
Used provisions -0.3
Provisions, Dec. 31, 2008 0.4 0.5
Share capital
Share capital by share series
Number of % of % of Share,
shares shares voting EUR of
rights share
capital
K shares (10 votes) 9 540 000 25.7 77.6 1 621 800
A shares (1 vote) 27 603 970 74.3 22.4 4 692 675
Total Dec.31, 2008 37 143 970 100.0 100.0 6 314 475
There have been no changes in Tulikivi Corporation´s share capital
during the period. According to the articles of association the
dividend paid for Series A shares shall be 0.0017 EUR higher than
the dividend paid on Series K shares. Each Series K shares confers
10 votes at a general meeting, while each Series A shares confers
one vote. The Series A share is listed on the NASDAQ OMX Helsinki
Ltd.7.3 per cent of all shares were nominee registered or in
foreign ownership. No flagging notifications were made to the
company during the review period.
Board authorizations
The Board of Directors has an authorization to acquire the
company's own shares. A maximum of 2 760 397 Series A shares in
the company and 954 000 Series K shares in the company can be
bought back. The authorization is valid until the Annual General
Meeting 2009.
The Board of Directors has an authorization to decide on share
issues and the conveyance of the company's own shares in the
possession of the company and the granting of special rights that
give entitlement to shares as set forth in Chapter 10, Article 1
of the Companies Act.
The Annual General Meeting authorized the Board of Directors to
decide on issuing new shares and the conveyance of own shares in
the company's possession. New shares can be issued or own shares
held by the company conveyed amounting to a maximum of 5 520 794
Series A shares and 1 908 000 Series K shares.
The authorization also includes the right to issue special rights,
as defined in Chapter 10, Article 1 of the Companies Act,
entitling the right holder to subscribe for shares against payment
or by setting off the receivable. The authorization is valid until
the Annual General Meeting 2009.
At the end of the period, the company hold 74 000 of its own A-
series shares, corresponding to 0.2 per cent of share capital and
0.06 per cent of total voting rights.
Rate development and exchange of Series A shares
During 2008 at Nasdaq OMX Helsinki Ltd, 2.5 million shares were
traded, with the value of share turnover being EUR 3.1 million.
The highest rating for the share was EUR 1.88 and the lowest was
EUR 0.60. The closing rate for the period was EUR 0.67.
Related party transactions
12/2008 12/2007
Sales of goods and services
-sales of goods and services to
associated companies 13 2
Purchases of goods and services
-purchases of goods and services
from associated companies 173 86
Transactions with key management
- leases from related parties 115 105
Transactions with other related parties
Tulikivi Corporation is a founder member of the Finnish Stone
Research Foundation. In 2008 the company has donated EUR
100 thousand (in 2007 EUR 70 thousand) for the Foundation.
The company has leased offices and storages from the property
owned by the Foundation and North Karelia Educational Federation
of Municipalities. The rent paid for these facilities was EUR 128
thousand (125 thousand)in the period. The rent corresponds with
the market rents. The sales of services to foundation were EUR 52
thousand (EUR 34 thousand) in the period.
Largest shareholders on December 31, 2008
Name of shareholder Shares Proportion
of total
vote
Vauhkonen Reijo 4 186 827 24,2 %
Vauhkonen Heikki 3 003 887 24,1 %
Elo Eliisa 2 957 020 5,9 %
Virtaala Matti 2 417 152 12,6 %
Mutual Pension Insurance
Ilmarinen 1 902 380 1,5 %
Mutanen Susanna 1 643 800 7,2 %
Vauhkonen Mikko 797 700 3,6 %
Paatero Ilkka 718 430 0,6 %
Nuutinen Tarja 674 540 3,5 %
Investment Fond Phoebus 608 140 0,5 %
Other shareholders 18 229 946 16,3 %
The Financial Statements have not yet been audited.
The companies included in the Group are the parent company
Tulikivi Corporation, Kivia Oy, AWL-Marmori Oy, Tulikivi U.S. Inc.
and OOO Tulikivi. Group companies include also Uuni Vertriebs GmbH
(earlier Tulikivi Vertriebs GmbH) and The New Alberene Stone
Company, Inc., which are dormant. The parent company has a fixed
place of business in Germany, Tulikivi Oyj Niederlassung
Deutschland. The Group has interests in associated companies Stone
Pole Oy and Leppävirran Matkailukeskus Oy.
TULIKIVI CORPORATION
Board of Directors
Matti Virtaala Chairman of the Board
Distribution: NASDAQ OMX Helsinki Ltd
Central Media
www.tulikivi.com
Additional information: Tulikivi Corporation, 83900 Juuka, tel.
+358-207-636 000, www.tulikivi.com
- Chairman of the Board of Directors Matti Virtaala
- Managing Director Heikki Vauhkonen